/s/ J.J.FITZSIMMONS

EX-1.(A) 3 dex1a.htm PRICING AGREEMENT Pricing Agreement

Exhibit 1(a)

 

PRICING AGREEMENT

 

 

September 25, 2003                

 

J.P. Morgan Securities Inc.

Credit Suisse First Boston LLC

As Representatives of the several

Underwriters named in Schedule I hereto

 

c/o J.P. Morgan Securities Inc.

270 Park Avenue

New York, NY 10017

 

Dear Sirs:

 

WAL-MART STORES, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated February 18, 2003, (the “Underwriting Agreement”), between the Company, on the one hand, and you, as parties deemed to be a signatory to the Underwriting Agreement with respect to the issuance and sale of the Designated Securities contemplated hereby, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”).

 

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty that refers to the Prospectus in Section 2 or 3 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities that are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

 

A supplement to the Prospectus, relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

 

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agree, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

 


If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company.

 

 

Very truly yours,

WAL-MART STORES, INC.

By:

 

/s/    J.J. FITZSIMMONS        


   

Name:

  J.J. Fitzsimmons
   

Title:

  Senior Vice President-Finance
        and Treasurer

 

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Accepted as of the date hereof:

J.P. MORGAN SECURITIES INC.

By:

 

/s/    HUW RICHARDS        


   

Name:

  Huw Richards
   

Title:

  Managing Director

CREDIT SUISSE FIRST BOSTON LLC

By:

 

/s/    JOSEPH D. FASHANO        


   

Name:

  Joseph D. Fashano
   

Title:

  Director

 

For themselves and as Representatives of the several

Underwriters named in Schedule I hereto

 

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SCHEDULE I

 

Underwriter


  

Principal Amount of

Notes to be

Purchased


J.P. Morgan Securities Inc.

   $ 200,000,000

Credit Suisse First Boston LLC.

   $ 200,000,000

Banc One Capital Markets, Inc.

   $ 80,000,000

Citigroup Global Markets Inc.

   $ 80,000,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated

   $ 80,000,000

Morgan Stanley & Co. Incorporated

   $ 80,000,000

Banc of America Securities LLC.

   $ 30,000,000

Barclays Capital Inc.

   $ 30,000,000

Fleet Securities, Inc.

   $ 30,000,000

Mizuho International plc.

   $ 30,000,000

TD Securities (USA) Inc.

   $ 30,000,000

The Royal Bank of Scotland plc.

   $ 30,000,000

Tokyo- Mitsubishi International plc.

   $ 30,000,000

Wachovia Capital Markets, LLC.

   $ 30,000,000

Guzman & Company

   $ 20,000,000

The Williams Capital Group, L.P.

   $ 20,000,000
    

TOTAL

   $ 1,000,000,000
    

 

Schedule I


SCHEDULE II

 

TITLE OF DESIGNATED SECURITIES:

 

3.375% Notes Due 2008 (the “Notes”).

 

AGGREGATE PRINCIPAL AMOUNT:

 

$1,000,000,000.00.

 

PRICE TO PUBLIC:

 

99.622% of the principal amount of the Notes, plus accrued interest, if any, from October 2, 2003.

 

PURCHASE PRICE TO UNDERWRITERS, SELLING CONCESSIONS AND REALLOWANCE CONCESSIONS:

 

The purchase price to the Underwriters shall be 99.272% of the principal amount of the Notes, plus accrued interest, if any, from October 2, 2003; and the selling concession shall be 0.200% and the reallowance concession shall be 0.150%, in each case of the principal amount of the Notes.

 

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

 

Immediately available funds by wire.

 

INDENTURE:

 

Indenture dated as of December 11, 2002, between the Company, as Issuer, and Bank One Trust Company, NA, as Trustee.

 

MATURITY:

 

October 1, 2008.

 

INTEREST RATE:

 

3.375% from and including October 2, 2003. Accrued and unpaid interest shall be payable semi-annually in arrears and shall be calculated on the basis of a 360-day year of twelve 30-day months.

 

In addition, the Company shall pay Additional Amounts to holders of the Notes as, and to the extent set forth under the caption “Description of the Notes—Payment of Additional Amounts” in the Prospectus Supplement dated the date hereof relating to the Notes.

 

INTEREST PAYMENT DATES:

 

April 1 and October 1 of each year, commencing on April 1, 2004.

 

SCHEDULE II – PAGE 1


INTEREST PAYMENT RECORD DATES:

 

March 15 and September 15 of each year, commencing on March 15, 2004.

 

REDEMPTION PROVISIONS:

 

No mandatory redemption provisions.

 

The Company may, at its option, redeem the Notes in whole, but not in part, as set forth under the caption “Description of the Notes—Redemption upon a Tax Event” in the Prospectus Supplement dated the date hereof relating to the Notes.

 

SINKING FUND PROVISIONS:

 

None.

 

OTHER PROVISIONS:

 

As set forth in the Prospectus Supplement dated September 25, 2003 (the “Prospectus Supplement”) to the Prospectus dated December 27, 2002 (the “Prospectus”).

 

TIME OF DELIVERY:

 

9:30 a.m. (New York City time) on October 2, 2003.

 

CLOSING LOCATION:

 

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

 

NAMES AND ADDRESSES OF REPRESENTATIVES:

 

J.P. Morgan Securities Inc.

 

Credit Suisse First Boston LLC

270 Park Avenue

 

11 Madison Avenue

New York, NY 10017

 

New York, NY 10010

 

SCHEDULE II – PAGE 2


ADDRESSES FOR NOTICES:

 

J.P. Morgan Securities Inc.

 

Credit Suisse First Boston LLC

270 Park Avenue

 

11 Madison Avenue

New York, NY 10017

 

New York, NY 10010

Attention: Debt Syndicate Desk

 

Attention: Transaction Advisory Group

Fax: (212) 834-6081

 

Fax: (212) 325-4296

 

OTHER MATTERS:

 

  (A) Each of the Underwriters hereby represents to, and agrees with, the Company that: (1) it has not offered or sold and, prior to the expiry of the period of six months after the date of issue of the notes, will not offer or sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (2) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to us; and (3) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

 

  (B) Each of the Underwriters hereby acknowledges and agrees that the Notes have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Securities and Exchange Law of Japan and (ii) in compliance with any other applicable requirements of Japanese law.

 

  (C) Each of the Underwriters hereby represents to, and agrees with, the Company that it has not offered or sold and will not offer or sell the Notes, nor will it circulate or distribute this Prospectus Supplement and the Prospectus or any other offering document or material in connection with the offer of the Notes, whether directly or indirectly, to the public or any member of the public in Singapore other than (i) to an institutional investor or other person specified in Section 106C of the Singapore Companies Act, (ii) to a sophisticated investor, and in accordance with the conditions, specified in Section 106D of the Singapore Companies Act or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Singapore Companies Act.

 

SCHEDULE II – PAGE 3


  (D) Each of the Underwriters hereby acknowledges and agrees that the Notes may not be offered, sold, transferred or delivered in or from The Netherlands, as part of their initial distribution or as party of any re-offering, and neither the Prospectus Supplement and the Prospectus nor any other document in respect of the offering may be distributed or circulated in The Netherlands, other than to individuals or legal entities which include, but are not limited to, banks, brokers, dealers, institutional investors and undertakings with a treasury department, who or which trade or invest in securities in the conduct of a business or profession.

 

  (E) Each of the Underwriters has acknowledged and agreed that no offer to sell the Notes has been or will be made in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), by means of any document, other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, except in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32) of Hong Kong, and unless permitted to do so under the securities laws of Hong Kong, no person has issued or had in its possession for the purpose of issue, and will not issue or have in its possession for the purpose of issue, any advertisement, document or invitation relating to the notes in Hong Kong other than with respect to the Notes intended to be disposed of to persons outside Hong Kong or only to persons whose business involves the acquisition, disposal or holding of securities whether as principal or agent.

 

  (F) The Underwriters hereby severally confirm, and the Company hereby acknowledges, that the sole information furnished in writing to the Company by, or on behalf of, the Underwriters specifically for inclusion in the Prospectus Supplement is as follows:

 

(1) the names of the Underwriters on the front cover page of the Prospectus Supplement;

 

(2) the paragraph of text immediately preceding the caption “Table of Contents” in the Prospectus Supplement concerning stabilization, overallotment and related activities by the Underwriters.

 

(3) the first sentence of the second paragraph of text under the caption “Underwriting” in the Prospectus Supplement concerning certain terms of the offering by the Underwriters; and

 

(4) the third paragraph of text under the caption “Underwriting” in the Prospectus Supplement concerning stabilization, overallotment and related activities by the Underwriters.

 

  (G) With respect to matters of New York law, Hughes & Luce, L.L.P. may rely on a written opinion of Fulbright & Jaworski L.L.P., a true and correct copy of which is to be delivered to the Designated Underwriters at the Time of Delivery.

 

SCHEDULE II – PAGE 4